Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Back in March of last year, Bloomberg reported,that Renaldo Santosa and his family, who collectively controlled ~75.5% of agri-play <a href="https://www.smartkarma.com/entities/japfa-ltd" target="_blank" data-smartkarma-citation="entities:15597:1" rel="noopener">Japfa Ltd (JAP SP)</a>, were considering taking Japfa private.</li>
<li>This was discussed in<a href="https://www.smartkarma.com/compose/insight/174028/%20https:/skr.ma/iKVsA" target="_blank" rel="noopener"> Japfa (JAP SP): Impressive Gain. But No Firm Offer</a>. Then crickets. </li>
<li>The family has now pitched an Offer of S$0.62/share, by way of  a Scheme, a 34.8% premium to undisturbed. That's probably enough to get this over the line. </li>
</ul>


Back in March of last year, Bloomberg reported,that Renaldo Santosa and his family, who collectively controlled ~75.5% of agri-play Japfa Ltd (JAP SP), were considering taking Japfa private.
This was discussed in Japfa (JAP SP): Impressive Gain. But No Firm Offer. Then crickets. 
The family has now pitched an Offer of S$0.62/share, by way of  a Scheme, a 34.8% premium to undisturbed. That's probably enough to get this over the line. 


Japfa (JAP SP): The Santosa Family (Finally) Makes A Move

<ul>
<li>
HK$1.38/Share. That's the takeaway as <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd-d7b798e2-202d-4e01-9a1e-799e2ae8f0c7" target="_blank" data-smartkarma-citation="entities:28434:1" rel="noopener">Alibaba Group (9988 HK)</a> enters an SPA to offload its 78.7% stake in <a href="https://www.smartkarma.com/entities/sun-art-retail-group-ltd" target="_blank" data-smartkarma-citation="entities:401:1" rel="noopener">Sun Art (6808 HK)</a> at <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0101/2025010100067.pdf" target="_blank" rel="noopener">HK$1.38/share</a>, a 44.4% discount to last close.</li>
<li>The buyer, Paragon Shine, an entity under Chinese PE outfit DCP Capital, is paying ~HK$12.3bn compared to BABA's HK$28.1bn purchase of a 51% stake in October 2020.</li>
<li>Should the SPA complete, an unconditional MGO is triggered. Minorities tendering can receive up to HK$1.58/share. But the question is: why would BABA be cashing out at this price?</li>
</ul>



HK$1.38/Share. That's the takeaway as Alibaba Group (9988 HK) enters an SPA to offload its 78.7% stake in Sun Art (6808 HK) at HK$1.38/share, a 44.4% discount to last close.
The buyer, Paragon Shine, an entity under Chinese PE outfit DCP Capital, is paying ~HK$12.3bn compared to BABA's HK$28.1bn purchase of a 51% stake in October 2020.
Should the SPA complete, an unconditional MGO is triggered. Minorities tendering can receive up to HK$1.58/share. But the question is: why would BABA be cashing out at this price?


Sun Art Retail (6808 HK): BABA Takes Massive Hit After Inking SPA @ HK$1.38

<ul>
<li>I tally 58 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma.</li>
<li>Four new deals discussed this week: <a href="https://www.smartkarma.com/entities/domain-holdings-australia-ltd" target="_blank" data-smartkarma-citation="entities:26033:1" rel="noopener">Domain Holdings Australia (DHG AU)</a>, <a href="https://www.smartkarma.com/entities/mayne-pharma-group-ltd" target="_blank" data-smartkarma-citation="entities:757:1" rel="noopener">Mayne Pharma (MYX AU)</a>, <a href="https://www.smartkarma.com/entities/tam-jai-international-co-ltd" target="_blank" data-smartkarma-citation="entities:34227:1" rel="noopener">Tam Jai International (2217 HK)</a>, and <a href="https://www.smartkarma.com/entities/pec-ltd" target="_blank" data-smartkarma-citation="entities:19415:1" rel="noopener">PEC Ltd. (PEC SP)</a>.</li>
<li>Key updates/news took place on: <a href="https://www.smartkarma.com/entities/canvest-environmental-protection-group-co-ltd" target="_blank" data-smartkarma-citation="entities:100:1" rel="noopener">Canvest Environmental Protection Group (1381 HK)</a>,<a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a>, and <a href="https://www.smartkarma.com/entities/proto-corp" target="_blank" data-smartkarma-citation="entities:2511:1" rel="noopener">Proto Corp (4298 JP)</a>.</li>
</ul>


I tally 58 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma.
Four new deals discussed this week: Domain Holdings Australia (DHG AU), Mayne Pharma (MYX AU), Tam Jai International (2217 HK), and PEC Ltd. (PEC SP).
Key updates/news took place on: Canvest Environmental Protection Group (1381 HK),Fuji Soft Inc (9749 JP), and Proto Corp (4298 JP).


(Mostly) Asia-Pac M&A: Domain Holdings, Mayne Pharma, Tam Jai, PEC Ltd, Canvest, Fuji Soft, Proto

China National Building Material / Event-Driven

China National Building Material (3323 HK)

<ul>
<li>On the 6th December 2024, <a href="https://www.smartkarma.com/entities/china-national-building-ma-h" target="_blank" data-smartkarma-citation="entities:184:1" rel="noopener">China National Building Material (3323 HK)</a> (CNBM), China's leading building materials company, offered to buy back 841,749,304 H-shares at HK$4.03/share, a 15.1% premium to undisturbed.</li>
<li>This elevated CNBM's parent's stake to 50.01% of total shares from 45.02% currently, necessitating  a whitewash waiver so the parent would not be obliged to make a full blown offer.  </li>
<li>Independent H-shareholder overwhelmingly approved the waiver yesterday, the 19th February. Tendering closes on the 5th March. Minimum pro-ration is 19.24%. I'm estimating at least 35%. The Offer is now unconditional.</li>
</ul>


On the 6th December 2024, China National Building Material (3323 HK) (CNBM), China's leading building materials company, offered to buy back 841,749,304 H-shares at HK$4.03/share, a 15.1% premium to undisturbed.
This elevated CNBM's parent's stake to 50.01% of total shares from 45.02% currently, necessitating  a whitewash waiver so the parent would not be obliged to make a full blown offer.  
Independent H-shareholder overwhelmingly approved the waiver yesterday, the 19th February. Tendering closes on the 5th March. Minimum pro-ration is 19.24%. I'm estimating at least 35%. The Offer is now unconditional.


CNBM (3323 HK): Whitewash Waiver Secured. Next Is The Proration

<ul>
<li>
<a href="https://www.smartkarma.com/entities/pec-ltd" target="_blank" data-smartkarma-citation="entities:19415:1" rel="noopener">PEC Ltd. (PEC SP)</a>, a plant and terminal engineering specialist, has (finally) announced an Offer from Allied Energy Services, an engineering entity under the Liberty Group.</li>
<li>Liberty is offering S$0.84/share (not final) - including a AS$0.20/share special  dividend - a 12.8% premium to undisturbed; but really more like a &gt;35% premium. </li>
<li>Irrevocables from the board of 63.38% have been secured. Looks pretty clean. Assuming late May payment, pay up to S$0.79/share for a 6%/15% gross/annualised spread. </li>
</ul>



PEC Ltd. (PEC SP), a plant and terminal engineering specialist, has (finally) announced an Offer from Allied Energy Services, an engineering entity under the Liberty Group.
Liberty is offering S$0.84/share (not final) - including a AS$0.20/share special  dividend - a 12.8% premium to undisturbed; but really more like a &gt;35% premium. 
Irrevocables from the board of 63.38% have been secured. Looks pretty clean. Assuming late May payment, pay up to S$0.79/share for a 6%/15% gross/annualised spread. 


PEC Ltd. (PEC SP): Privatisation Offer From Liberty Group

Australia

Orora Limited provides packaging products and services. The Company offers fiber, glass, and beverage can packaging materials in Australia and Asia and packaging distribution services in North America and Australia.

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Orora Ltd (ORA AU)

Japfa (JAP SP): The Santosa Family (Finally) Makes A Move

Scheme Doc dispatched. 15th April Scheme Meeting. Payment on or around the 30th May. With a fair value range of S$0.53 to S$0.56/share, the IFA...

David Blennerhassett

Sun Art Retail (6808 HK): BABA Takes Massive Hit After Inking SPA @ HK$1.38

The SPA completed on the 27th Feb, triggering the MGO. Composite Doc to be dispatched on or before the 6th Mar. Under the terms of the SPA, an...

David Blennerhassett

(Mostly) Asia-Pac M&A: Domain Holdings, Mayne Pharma, Tam Jai, PEC Ltd, Canvest, Fuji Soft, Proto

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

CNBM (3323 HK): Whitewash Waiver Secured. Next Is The Proration

I'm inclined to simply short outright here, if I had guaranteed take-no-action borrow. Especially as the price closes in on the tender price, and...

David Blennerhassett

PEC Ltd. (PEC SP): Privatisation Offer From Liberty Group

This is done. If small, illliquid arbs are your bent, and assuming late May payment, I'd pay up to S$0.79/share for a gross/annualised return of 6%...

David Blennerhassett

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